SEC Form SC 13G/A filed by Atour Lifestyle Holdings Limited (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Atour Lifestyle Holdings Limited
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
**
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-l(b)
☐ Rule 13d-l(c)
☒ Rule 13d-l(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 04965M 106 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “ATAT.” Each ADS represents three Class A Ordinary Shares. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 04965M 106 |
| 1 |
Names of Reporting Persons.
Sea Pearl Worldwide Holding Limited |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Citizenship or Place of Organization
The British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
Sole Voting Power
98,890,1041 |
| 6 |
Shared Voting Power
None | |
| 7 |
Sole Dispositive Power
73,680,9172 | |
| 8 |
Shared Dispositive Power
None |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
98,890,104 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11 |
Percent of Class Represented by Amount in Row (9)
24.0% of total outstanding Class A ordinary shares3 |
| 12 |
Type of Reporting Person (See Instructions)
CO |
1 Represents (i) 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited, a company registered in British Virgin Islands, (ii) 19,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited, (iii) 5,517,775 Class A ordinary shares beneficially owned by certain minority shareholder based on the Issuer’s register of members dated as of November 11, 2023, and (iv) 4,000,000 Class A ordinary shares underlying 4,000,000 share options granted to Haijun Wang on March 30, 2023 under the Issuer’s Public Company Plan, which became vested and exercisable on the same date. Express Ocean Universe Limited is wholly owned by Dreamline Worldwide Ventures Limited, which is in turn wholly owned by Eternal River Trust, or the Trust, for which Trident Trust Company (HK) Limited acts as the trustee. Haijun Wang is the sole director of Express Ocean Universe Limited and the settlor of the Trust, retaining the investment and dispositive powers with respect to the assets of the Trust. The beneficiaries of the Trust are Haijun Wang and Sea Pearl Worldwide Holding Limited, a company registered in the British Virgin Islands and wholly owned by Haijun Wang. Haijun Wang and Sea Pearl Worldwide Holding Limited exercise voting power over the 19,691,412 Class A ordinary shares beneficially owned by Engine Holdings Limited and the 5,517,775 Class A ordinary shares beneficially owned by the minority shareholder based on the Issuer’s register of members dated as of November 11, 2023. As such, each of Haijun Wang and Sea Pearl Worldwide Holding Limited may be deemed to share beneficial ownership of the foregoing Class A ordinary shares. Both of Haijun Wang and Sea Pearl Worldwide Holding Limited disclaim economic interests with respect to the foregoing Class A ordinary shares.
2 Represents 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited.
3 See Item 4.
| CUSIP No. | 04965M 106 |
| 1 |
Names of Reporting Persons.
Haijun Wang |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Citizenship or Place of Organization
The People’s Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
Sole Voting Power
102,890,1041 |
| 6 |
Shared Voting Power
None | |
| 7 |
Sole Dispositive Power
77,680,9174 | |
| 8 |
Shared Dispositive Power
None |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
102,890,104 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11 |
Percent of Class Represented by Amount in Row (9)
24.7% of total outstanding Class A ordinary shares3 |
| 12 |
Type of Reporting Person (See Instructions)
IN |
4 Represents (i) 73,680,917 Class B ordinary shares held of record by Express Ocean Universe Limited and (ii) 4,000,000 Class A ordinary shares underlying 4,000,000 share options granted to Haijun Wang on March 30, 2023 under the Issuer’s Public Company Plan, which became vested and exercisable on the same date.
| CUSIP No. | 04965M 106 |
| 1 |
Names of Reporting Persons.
Express Ocean Universe Limited |
| 2 |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3 | SEC Use Only
|
| 4 |
Citizenship or Place of Organization
The British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
Sole Voting Power
73,680,9172 |
| 6 |
Shared Voting Power
None | |
| 7 |
Sole Dispositive Power
73,680,9172 | |
| 8 |
Shared Dispositive Power
None |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
73,680,917 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11 |
Percent of Class Represented by Amount in Row (9)
17.8% of total outstanding Class A ordinary shares3 |
| 12 |
Type of Reporting Person (See Instructions)
CO |
| Item l(a). | Name of Issuer: |
Atour Lifestyle Holdings Limited
| Item l(b). | Address of Issuer’s Principal Executive Offices: |
20th floor, Wuzhong Building
618 Wuzhong Road, Minhang District
Shanghai, People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Sea Pearl Worldwide Holding Limited
Haijun Wang
Express Ocean Universe Limited
| Item 2(b). | Address of Principal Business Office, or if None, Residence: |
For Sea Pearl Worldwide Holding Limited, Haijun Wang and Express Ocean Universe Limited:
20th floor, Wuzhong Building,
618 Wuzhong Road, Minhang District,
Shanghai, People’s Republic of China
| Item 2(c). | Citizenship: |
Sea Pearl Worldwide Holding Limited: The British Virgin Islands
Haijun Wang: The People’s Republic of China
Express Ocean Universe Limited: The British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares, par value US$0.0001 per share (each American Depositary Share (“ADS”), representing three Class A Ordinary Shares).
| Item 2(e). | CUSIP Number: |
There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 04965M 106 has been assigned to the ADSs of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol “ATAT.” Each ADS represents three Class A Ordinary Shares.
| Item 3. | If this Statement is Filed Pursuant to Rule 13d-l(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 780); |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ An investment adviser in accordance with Rule 13d-l(b)(l)(ii)(E); |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-l(b)(l)(ii)(F); |
| (g) | ☐ A parent holding company or control person in accordance with Rule 13d-l(b)(l)(ii)(G); |
| (h) | ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Rule 240.13d-l(b)(l)(ii)(J); |
| (k) | ☐ Group, in accordance with Rule 13d-l(b)(l)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1 (b)(1)(ii)(J), please specify the type of institution: ____ . |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
| (a) | The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. |
| (b) | The total number of outstanding Class A ordinary shares used to calculate the percentage of class represented by the Class A ordinary Shares is the sum of (i) 339,104,792 Class A ordinary shares (excluding 1,211,514 Class A ordinary shares issued by the Issuer to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of equity awards under the Issuer’s Public Company Plan) and (ii) 73,680,917 Class B ordinary shares outstanding as of November 20, 2023, all of which can be converted into an equal number of Class A ordinary shares at any time by the holder thereof, as disclosed in the 424B5 prospectus filed by the Issuer with the SEC on December 6, 2023. |
| (c) | The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
LIST OF EXHIBITS
| Exhibit No. | Description |
| A | Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2024
| SEA PEARL WORLDWIDE HOLDING LIMITED | ||
| By: | /s/ Haijun Wang | |
| Name: Haijun Wang | ||
| Title: Director | ||
| HAIJUN WANG | ||
| By: | /s/ Haijun Wang | |
| EXPRESS OCEAN UNIVERSE LIMITED | ||
| By: | /s/ Haijun Wang | |
| Name: Haijun Wang | ||
| Title: Director | ||
[Signature page to 13G (Atour)]
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Date: February 6, 2024
| SEA PEARL WORLDWIDE HOLDING LIMITED | ||
| By: | /s/ Haijun Wang | |
| Name: Haijun Wang | ||
| Title: Director | ||
| HAIJUN WANG | ||
| By: | /s/ Haijun Wang | |
| EXPRESS OCEAN UNIVERSE LIMITED | ||
| By: | /s/ Haijun Wang | |
| Name: Haijun Wang | ||
| Title: Director | ||
[Signature page to joint filing agreement (Atour 13G)]